Item 1.01 Entry into a Material Definitive Agreement.
On June 6, 2022, Anaplan, Inc., a Delaware corporation (the "Company" or
"Anaplan"), entered into an Amendment to the Agreement and Plan of Merger (the
"Amendment") with Alpine Parent, LLC, a Delaware limited liability company
("Parent"), and Alpine Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), amending that certain Agreement and
Plan of Merger (the "Original Merger Agreement", and as amended by the
Amendment, the "Merger Agreement"), by and among the Company, Parent and Merger
Sub, which provides for, subject to the terms and conditions set forth in the
Merger Agreement, the merger of Merger Sub with and into the Company (the
"Merger"), with the Company surviving the Merger as a wholly owned subsidiary of
Parent. Parent and Merger Sub are affiliates of the private equity firm Thoma
Bravo, L.P. ("Thoma Bravo"). The Merger Agreement and the transactions
contemplated thereby, including the Merger, were approved unanimously by the
Company's Board of Directors (the "Anaplan Board"). Capitalized terms not
otherwise defined herein have the meaning set forth in the Merger Agreement.
The Amendment provides that the Merger Consideration payable in the Merger is
reduced from $66.00 per share of Anaplan common stock, par value $0.0001 per
share (the "Anaplan Common Stock") to $63.75 per share of Anaplan Common Stock.
The Amendment also amended the conditions precedent to the obligations of Parent
and Merger Sub to consummate the closing to eliminate Parent's and Merger Sub's
rights to refuse to close the Merger: (i) in the event of the occurrence of a
material adverse effect other than in a case where the relevant event causing
the material adverse effect occurs after the date of the Amendment; and (ii) in
the event the Company does not perform its covenants and agreements under the
Merger Agreement other than in the case of a willful breach of a covenant or
agreement that is material with respect to the Transactions, taken as a whole.
In addition, Parent and Merger Sub unconditionally and irrevocably waived
(i) all of the conditions to closing in the Merger Agreement with respect to the
Company's representations and warranties and (ii) any actions taken, or failure
to take action, of the Company prior to the date of the Amendment, whether known
or unknown, including any claims with respect to the Disputed Matters (as
defined below).
Parent and Merger Sub also agreed to increase the size of the Parent Termination
Fee from $586,245,000 to $1,000,000,000.
The foregoing descriptions of the Amendment and the transactions contemplated
thereby do not purport to be complete and are subject to, and qualified in their
entirety by, the full text of the Amendment, a copy of which is attached hereto
as Exhibit 2.1, and the full text of the Original Merger Agreement, a copy of
which is attached as Exhibit 2.1 to the Company's Form 8-K, filed with the SEC
on March 21, 2022, and the terms of which are incorporated herein by reference.
Item 8.01. Other Events
Press Release and Related Matters
On June 6, 2022, the Company issued a press release announcing the execution of
the Amendment. A copy of the press release is attached as Exhibit 99.1 hereto
and is incorporated by reference in this Item 8.01.
Thoma Bravo and Anaplan agreed to amend the terms of the Original Merger
Agreement to resolve a disagreement between the parties regarding Anaplan's
compliance with certain terms of the Original Merger Agreement was entered into
(the "Disputed Matters"). Thoma Bravo asserted that these matters could have
resulted in certain closing conditions not being satisfied. Anaplan's position
is that it acted at all times in good faith in compliance with the Original
Merger Agreement and that Thoma Bravo remained at all times obligated to close
the Original Merger Agreement according to its terms. The Board of Directors of
Anaplan (the "Anaplan Board") carefully evaluated the risks and potential harms
that could arise to Anaplan and its stockholders if Thoma Bravo refused to close
the Merger as a result of the Disputed Matters, including the risk of prolonged
litigation and the uncertainty as to the outcome. Among other things, the
Anaplan Board noted that even if Anaplan prevailed in litigation with respect to
the Disputed Matters, such litigation could result in considerable costs and
risks to Anaplan
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and its stockholders, including requiring considerable time and expense, the
risk of diversion of management attention, the risk of potential harm to the
ongoing business of Anaplan and damage to its relationships with customers,
vendors, business partners and employees. The Anaplan Board further considered
the current financial market conditions and the unlikelihood of consummating a
similar transaction with an alternative bidder at a price comparable to or
greater than the $66.00 per share purchase price specified in the Original
Merger Agreement in light of recent significant declines in the trading prices
of technology company stocks, including those of other cloud-based software
companies. As a result, the Anaplan Board determined that it would be in the
best interests of Anaplan and its stockholders to agree to a modest reduction in
the purchase price to avoid the risk and uncertainty of litigation, enhance
certainty of closing and allow for an expeditious close with limited delay from
the initial target closing date. Following the Board's determination,
representatives of Anaplan negotiated and prepared the Amendment, which provides
for a reduction in the purchase price from $66.00 per share of Anaplan Common
Stock to $63.75 per share and the other material changes to the Original Merger
Agreement summarized in Item 1.01 above.
Anaplan will file a supplement to the definitive proxy statement with the
Securities and Exchange Commission (the "SEC"), which will contain additional
important information as soon as reasonably practicable and mail the supplement
to its stockholders of record who are entitled to vote at the special meeting of
the Anaplan stockholders (the "Special Meeting") to consider and vote on the
Merger, which was originally scheduled to be held virtually on June 9, 2022, at
8:00 a.m. Pacific time. The Special Meeting will be adjourned until a later date
to allow stockholders sufficient time to review the supplement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1* Amendment to the Agreement and Plan of Merger, dated June 6, 2022,
by and among Anaplan, Inc., Alpine Parent, LLC and Alpine Merger Sub,
Inc.
99.1 Press Release, dated June 6, 2022, issued by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules and exhibits to this agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will
be furnished to the SEC upon request.
Important Additional Information and Where to Find It
In connection with the Merger, the Company has filed with the SEC a definitive
proxy statement on Schedule 14A, and will file additional relevant materials
with the SEC, including a supplement to disclose the above-referenced matters
with respect to the Amendment. Promptly after filing its definitive proxy
statement with the SEC, the Company mailed the proxy materials to each
stockholder entitled to vote at the Special Meeting relating to the Merger, and
the Company will further mail the supplement to disclose the above-referenced
matters with respect to the Amendment to each stockholder entitled to vote at
the Special Meeting. This communication is not a substitute for the definitive
proxy statement, the supplement or any other document that Company may file with
the SEC or send to its stockholders in connection with the proposed transaction.
BEFORE MAKING ANY VOTING DECISION, SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY FURTHER AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. The definitive proxy
statement and other relevant materials in connection with the Merger (when they
become available), and any other documents filed by the Company with the SEC,
may be obtained free of charge at the SEC's website (http://www.sec.gov) or at
the Company's website (https://investors.anaplan.com) or by writing to the
Company's Secretary at 50 Hawthorne Street, San Francisco, California 94105.
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Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders with
respect to the Merger. Information about the Company's directors and executive
officers and their ownership of Company common stock is set forth in the Annual
Report on Form 10-K for the fiscal year ended January 31, 2022 filed with the
SEC on March 23, 2022, as amended by Amendment No. 1 on Form 10-K/A, filed with
the SEC on May 27, 2022. Information regarding the identity of the potential
participants, and their direct or indirect interests in the Merger, by security
holdings or otherwise, are set forth in the definitive proxy statement, will be
set forth as revised in the supplement to disclose the above-referenced matters
with respect to the Amendment, and may be set forth other materials to be filed
with the SEC in connection with the Merger. To the extent the Company's
directors and executive officers or their holdings of Company securities have
changed from the amounts disclosed in those filings, to the Company's knowledge,
such changes have been or will be reflected on statements of change in ownership
on Form 4 on file with the SEC.
Forward-Looking Statements
All of the statements in this Current Report on Form 8-K, other than historical
facts, are forward-looking statements made in reliance upon the safe harbor of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, the statements made concerning the Company's expectations with
regard to the timing of the closing of the Merger, the adjournment and timing of
the Special Meeting, and the filing and mailing of a supplement to the Company's
definitive proxy statement to disclose the above-referenced matters with respect
to the Amendment. As a general matter, forward-looking statements are those
focused upon anticipated events or trends, expectations, and beliefs relating to
matters that are not historical in nature. Such forward-looking statements are
subject to uncertainties and factors relating to the Company's operations and
business environment, all of which are difficult to predict and many of which
are beyond the control of the Company. Among others, the following uncertainties
and other factors could cause actual results to differ from those set forth in
the forward-looking statements: (i) the risk that the Merger may not be
consummated in a timely manner, if at all; (ii) the risk that the Company's
stockholders do not approve the Merger, (iii) the risk that the Merger may not
be consummated as a result of Parent's failure to comply with its covenants and
that, in certain circumstances, the Company may not be entitled to a termination
fee; (iv) the risk that the definitive Merger Agreement may be terminated in
circumstances that require the Company to pay a termination fee; (v) risks
related to the diversion of management's attention from the Company's ongoing
business operations; (vi) risks regarding the failure of Parent to obtain the
necessary financing to complete the Merger; (vii) the effect of the announcement
of the Merger on the Company's business relationships (including, without
limitation, customers and venues), operating results and business generally;
(viii) legal proceedings, judgments or settlements, including those that have
been and may be instituted against the Company, the Company's board of directors
and executive officers and others, as with respect to the proposed Merger; and
(ix) risks related to obtaining the requisite consents to the Merger, including,
without limitation, the timing (including possible delays) and receipt of
regulatory approvals from governmental entities (including any conditions,
limitations or restrictions placed on these approvals) and the risk that one or
more governmental entities may deny approval. Further risks that could cause
actual results to differ materially from those matters expressed in or implied
by such forward-looking statements are described in the Company's SEC reports,
including but not limited to the risks described in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended April 30, 2022 filed on
June 2, 2022. The Company assumes no obligation and does not intend to update
these forward-looking statements.
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